Notes to Accounts of BAG Films & Media Ltd.

The Company was incorporated on January 22, 1993. Its is one of the
largest television content houses in India under the brand name "
Studio 24 ".

2. As per Accounting Standard (AS)-17 issued by the Institute of
Chartered Accountants of India, segment information has been provided
in the Notes to Consolidated Financial Statements.

3. Provisions, Contingent Liabilities and Contingent Assets

Provisions

A provision is recognised if, as a result of a past event, the Company
has a present obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are recognised at the best estimate
of the expenditure required to settle the present obligation at the
balance sheet date. The provisions are measured on an undiscounted
basis.

Contingencies

Provision in respect of loss contingencies relating to claims,
litigation, assessment, fines, penalties, etc. are recognised when it
is probable that a liability has been incurred, and the amount can be
estimated reliably.

Contingent Liabilities and Commitments

A contingent liability exists when there is a possible but not probable
obligation, or a present obligation that may, but probably will not,
require an outflow of resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities do not warrant
provisions, but are disclosed unless the possibility of outflow of
resources is remote. Contingent assets are neither recognised nor
disclosed in the financial statements. However, contingent assets are
assessed continually and if it is virtually certain that an inflow of
economic benefits will arise, the asset and related income are
recognised in the period in which the change occurs.

4. Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of undertaking to
custom department. Under the terms of the EPCG Scheme, the company is
required to export goods or services of at least Rs. 23,15,54,713/-,
(Previous Year Rs. Rs. 36,43,94,715/-) within eight years from issue
of EPCG Licenses.

5. The Company is engaged in business of Media and Entertainment .
Such services are not capable of being expressed in any generic unit
and hence, it is not possible to give the quantitative details required
under paragraphs 5(viii)(c) of general instructions for preparation of
the statement of profit and loss as per Schedule III to the Companies
Act, 2013.

6. Supplementary statutory information required to be given pursuant
to Clause 32 of the listing agreement, in respect of the loans given
Interest free Loans and Advances in the nature of Loan given to wholly
owned foreign subsidiary :

7. Pursuant to Section 205C and other applicable provisions of
Companies Act, 1956 (the corresponding provision in the Companies Act,
2013 have not been notified, and hence the earlier law is still
applicable in respect of these provisions), Dividends that are
unpaid/unclaimed for a period of seven years are required to be
transferred to the Investor Education and Protection Fund administered
by the Central Government and once unpaid / unclaimed
dividend/application money for allotment of any securities and due for
refund, is transferred to IEPF, no claim shall lie in respect thereof
against the Company. To ensure maximum disbursement of
unpaid/unclaimed dividend, the Company sends reminders to the concerned
investors, before transfer of dividend to IEPF.

During the Year , the Company has transferred Rs. 77,879.80 (Previous
Year Rs. 172,126.40) to Investor Education and Protection Fund.
Unclaimed dividend of Rs 132,212.70 ( Previous Year 210,091) represent
dividends not claimed for the financial year 2007-08.

8. Effective from April 1, 2014, the Company has revised useful lives
of tangible fixed assets based on an independent evaluation.
Accordingly , the carrying value of fixed assets as on that date, net
of residual value , has been depreciated over the revised remaining
useful lives. Further, an amount of Rs. 138.12 lakh representing the
carrying value of assets, whose remaining useful life is Nil as at
April1 2014 , has been charged to retained earning pursuant to
provisions of Companies Act, 2013.

9. The Company has not received any intimation from suppliers
regarding their status under the Micro, Small and Medium Enterprise
Development (MSMED) Act, 2006 and hence disclosures Section 22 of The
Micro, Small and Medium Enterprise Development (MSMED) Act, 2006
regarding:

(a) Amount due and outstanding to suppliers as at end of accounting
year;

(b) Interest paid during the year;

(c) Interest payable at the end of the accounting year; and

(d) Interest accrued and unpaid at the end of the accounting year have
not been given.

10. Schedule III of the Companies Act, 2013 has become effective from
April1, 2014 for the preparation of financial statements. Previous
year's figures have been regrouped/reclassified to be comparable with
currents year's classification/disclosures.

Mar 31, 2014

1. Contingent Liabilities and Commitments

(Amount in Rs.)
As at March As at March
31, 2014 31, 2013

Contingent liabilities

a) Claims against the Company Nil Nil
not acknowledged as debt

b) Guarantees

- to Bank 6,06,000 6,06,000

(Guarantee given to bank amounting to
Rs. 6,06,000 (Previous year Rs.
6,06,000) secured by fxed deposit.)

- on behalf of subsidiaries companies

News24 Broadcast India 27,00,000 27,00,000
Limited

(Guarantee given to The
President, New Custom House EPCG Cell,
New Delhi amounting to Rs. 27,00,000
(Previous year Rs. 27,00,000).

Skyline Radio Network limited 9,90,13,000 9,90,13,000
(formerly known as Dhamaal24
Radio Network limited)

(Corporate Guarantee given amounting
to Rs. 9,85,00,000 to Dena Bank,
M-36, Cannaught Circus,
New Delhi-110001 (Previous year Rs.
9,85,00,000) and Guarantee given
to Ministry of Information and
Broadcasting, New Delhi amounting
to Rs. 5,13,000 (Previous year Rs.
5,13,000).

Corporate Guarantees given in favour
of Yes bank by creating charge on
land situated at Plot No. HS- 20,
Sector-B-7, Greater Noida amounting
to Rs. 25,00,00,000
(Previous year Rs. 25,00,00,000)

c) Other money for which the Nil Nil
Company is contingently liable

2. Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of undertaking to
custom department. Under the terms of the EPCG Scheme, the company is
required to export goods or services of at least Rs. 36,43,94,715/-
(Previous Year Rs. 43,52,16,860/-) within eight years from issue of
EPCG Licenses.

3. Employee Benefits as per Accounting Standard 15 (revised) ''Employees
Benefits'', the disclosures of employee benefits are given below:

a) Defend Contribution Plans :

Contribution to Defined Contribution Plan recognized as expense for the
year is as under:

The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit method, which recognizes each
period of service as giving rise to additional unit of employee bereft
entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognized in the
same manner as gratuity.

4. Previous year figures are regrouped, rearranged or recast wherever
necessary to make them comparable with the current year figures.

Mar 31, 2013

NOTE-1

Corporate Information

The Company is running its production house under the brand name of
"Studio-24". Programmes like, Sapno ke bhawar me, Baba Aisa Var Dhundoo
and Madhubala amongst others cover a gamut of genres in producing of
television programmes. The Company continues its focus on commissioned
programmes and bagged contracts from prestigious channels. The Company
also plans to focus on sponsored programmes.

2. Disclosure under Chapter VII of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 regarding Preferential Issue of Shares:

3. The fi nancial disclosures as per Accounting Standard -27 issued by
Institute of Chartered Accountants of India for the 50:50 Joint venture
Sieun & B.A.G. Animation Private Limited of B.A.G. Films & Media
Limited with Sieun Design Co. Limited of South Korea is given below.

4. During the year B.A.G. Films & Media Limited has given loans and
advances to its following subsidiaries:

iv. BAG Network Limited (Foreign subsidiary): Rs. 1,15,454 (Maximum
Amount outstanding during the year Rs. 1,15,454) (Previous year Rs.
Nil). The company BAG Network Limited became subsidiary of B.A.G.
Films & Media Limited by virtue of control of the composition of the
board of director in the company. The Company has not yet subscribed to
the shares in wholly owned subsidiary i.e BAG Network Limited and there
is nil transaction in this subsidiary.

The Company instituted the Employee Stock option scheme Â ("the BAG
ESOP Scheme") to grant equity to the eligible employees of the company
and its subsidiaries. "the BAG ESOP Scheme" has been approved by the
Shareholders in their Extra-Ordinary General Meeting held on February
13, 2007, for grant of 10,000,000 options representing one share for
each option. The equity shares covered under the scheme shall vest over
a period of fi ve years. Pursuant to the scheme, the ESOP compensation
committee on July 30, 2008 granted 1,150,000 options to employees of
the B.A.G. Films & Media Limited and its subsidiaries.

Accordingly the Company under the intrinsic value method has recognized
the excess of the market price over the exercise price of the option
amounting to Rs. 49,18,928 as an expense during the year. Further, the
Liability Outstanding as at March 31, 2013 in respect of Employees
Stock Options Outstanding is Rs. 96,77,250. The balance deferred
compensation expense Rs. 16,39,643 will be amortized over the remaining
vesting period of Options.

The movement in the options granted to employees during the year ended
March, 31 2013 under the "the BAG ESOP Scheme" is as below:

9. Contingent Liabilities and Commitments

(Amount in Rs.)
As at March As at March
31, 2013 31, 2012

Contingent liabilities

a) Claims against the Company Nil Nil
not acknowledged as debt

b) Guarantees

- to Bank 6,06,000 6,06,000

- on behalf of subsidiaries
companies

10. Loans & Advances

Interest free loans or advances given to subsidiary Companies are shown
under the head Loans & Advances where there is no repayment schedule
and are re-payable on demand. The loans have been given to fund the fi
nancial obligations for attaining the objective of media expansion
plans of the Company.

11. Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of undertaking to
custom department. Under the terms of the EPCG Scheme, the company is
required to export goods or services of at least Rs. 43,52,16,860
(Previous Year Rs. Rs. 43,52,16,860) within eight years from issue of
EPCG Licenses.

The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit method, which recognizes each
period of service as giving rise to additional unit of employee benefi
t entitlement and measures each unit separately to build up the fi nal
obligation. The obligation for leave encashment is recognized in the
same manner as gratuity.

13. Previous year fi gures are regrouped, rearranged or recast wherever
necessary to make them comparable with the current year fi gures.

Mar 31, 2012

A. Term loan from banks:

Term Loan of Rs. 25 Crores taken from Punjab National Bank, Sector-63,
Noida Branch secured by pari passu charge on Land and building of B.A.G
Films & Media Limited situated at FC-23, Sector-16-A, Film City, Noida
and repayble in 24 Quarters of equal instalment starting from July 01,
2012. Term Loan of Rs. 19.95 Crores taken from Punjab National Bank,
Sector-63, Noida Branch secured by pari passu charge on Land and
building of B.A.G Films & Media Limited situated at FC-23, Sector-16-A,
Film City, Noida. and repayble in 12 Quarters of equal instalment
starting from October 01, 2011.

B. Vehicle Loans from banks:

Vechicle Loan taken from ICICI Bank, HDFC Bank and Bank of India
secured by vehicle financed by bank and repayble as per repayment
schedule issued by the Bank.

C. Security Deposit:

Security deposit received against letting out of building premises for
office use and repayment as per agreed terms of the contract.

Disclouser in relation to default in repayment of loans and interest in
respect of the following:

A. Term loans from banks:

No default has been made in repayment of Principal and interest on term
loan during the financial year ending 31 March 2012

B. Vehicle Loans from banks:

No default has been made in repayment of Principal and interset on
vehicle loan during the financial year ending 31 March 2012

3. Guarantee given on behalf of subsidiary company, Dhamaal24 Radio
Network Limited (Formerly known as B.A.G. Infotainment Limited)
amounting to Rs. 513,000 (Previous year Rs. 513,000).

Corporate Information

The Company is running its production house under the brand name of
"Studio-24". Programmes like Lootery Dulhan, Wanted, Sapno ke bhawar
me, Baba Aisa Var Dhundoo and Madhubala amongst others cover a gamut of
genres in producing of television programmes. The Company continue its
focus on commissioned programmes and bagged contracts from prestigious
channels. The Company also produced documentary films for various State
Authorities and private organizations including Ministry of External
Affairs. The Company also plans to focus on sponsored programmes.

1. Disclosure under Chapter VII of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 regarding Preferential Issue of Shares:

During the year under review your company has received balance 75%
money against 5,000,000 Lacs share warrants issued at Rs. 17.70 per
share warrant amounting to Rs. 66,375,000 and 25% upfront money towards
17,500,000 share warrant issued at Rs. 7.50 per share warrant amounting
to Rs 32,812,500 as per the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009.

2. The financial disclosures as per Accounting Standard - 27 issued by
Institute of Chartered Accountants of India for the 50:50 joint venture
Sieun & B.A.G. Animation Private Limited of B.A.G. Films & Media
Limited with Sieun Design Co. Limited of South Korea is given below.

3. During the year B.A.G. Films & Media Limited has given loans and
advances to its following subsidiaries:

The Company instituted the Employee Stock option scheme - ("the BAG
ESOP Scheme") to grant equity to the eligible employees of the company
and its subsidiaries, "the BAG ESOP Scheme" has been approved by the
Shareholders in their Extra-Ordinary General Meeting held on February
13, 2007, for grant of 10,000,000 options representing one share for
each option. The equity shares covered under the scheme shall vest over
a period of five years. Pursuant to the scheme, the ESOP compensation
committee on July 30, 2008 granted 1,150,000 options to employees of
the B.A.G. Films & Media Limited and its subsidiaries.

Accordingly the Company under the intrinsic value method has recognized
the excess of the market price over the exercise price of the option
amounting to Rs. 5,983,305 as an expense during the year. Further, the
Liability Outstanding as at March 31, 2012 in respect of Employees
Stock Options Outstanding is Rs. 9,677,250. The balance deferred
compensation expense Rs. 6,558,571 will be amortized over the
remaining vesting period of Options.

c) Corporate Guarantees given in favour of bank by creating charge on
land situated at Plot No. HS-20, Sector-B-7, Greater Noida amounting to
Rs.25.00.00.000 (Previous year Rs. 18,00,00,000) on behalf of ARVR
Education Society(Formerly Known as B.A.G. Education Society).

d) During the year Canara bank took over the Cash credit facility,
limit of Rs. 12,00,00,000 from State bank of India. The facility was
sanctioned by the bank on the basis of 1 st charge on Land and Building
of B.A.G Films & Media limited situated at FC-23, Sector-16-A, Film
City, Noida.

e) During the year B.A.G Films & Media limited availed facility of Rs.
19,95.28,900 (Previous Year Rs.25.00.00.000 from Punjab National Bank)
from Punjab. National Bank Limited in the form of term loan. The
sanction given by bank on the basis of pari passu charge on Land and

Loans or advances given to subsidiary Companies are shown under the
head Loans & Advances where there is no repayment schedule and are
re-payable on demand, Interest has been charged from the
subsidiaries against loans given. The loans have been given in the
best interest of the Company to fund the financial obligations for
attaining the objective of media expansion plans of the Company.

8. Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of undertaking to
custom department. Under the terms of the EPCG Scheme, the company is
required to export goods or services of at least Rs. 43,52,16L,860
(Previous Year Rs. 43,52,16,860) within eight years from issue of
EPCG Licenses.

9. Employee Benefits as per Accounting Standard 15 (revised)
'Employees Benefits', the disclosures of employee benefits are given
below:

a) Defined Contribution Plans :

Contribution to Defined Contribution Plan recognized as expense for the
year is as under:

The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit method, which recognizes each
period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognized in the
same manner as gratuity.

The estimated rate of escalation in salary considered in actuarial
valuation, takes into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market
The ahovo information is certified by the actuary.

10. Additional information required to be given pursuant to Part II of
Schedule VI of the Companies Act, 1956 is as follows:-

i. The aggregate managerial remuneration under section 198 read with
section 309 of the Companies Act. 1956 to the directors:

iii. The Company is in the business of media and entertainment, which
is not subject to any license; hence licensed capacity is not given.

11. There is no amount outstanding to be credited to Investor
Education and Protection Fund.

Note: The above information regarding the small scale undertakings and
Micro, Small and Medium Enterprise has been determined to the extent
such parties have been identified on the basis of the information
available with the Company.

2. The Company has not made any provision for cess payable u/s 441A of
the Companies Act, 1956. The said provision shall be made as and when
the requisite notification is issued by the Central Government in this
regard.

3. Earnings Per Share (EPS) is Computed in Accordance with Accounting
Standard-20:-

12. Previous year figures are regrouped, rearranged or recast wherever
necessary to make them comparable with the current year figures.

Mar 31, 2011

1. The Company has valued its investment in equity shares of Mukta
Arts Limited at cost. The current market price of the said shares is
Rs. 171,500 (Previous year Rs. 172,500). This being a long-term
investment, the Company considers this fall in value as temporary.

2. Disclosure under Chapter XIII of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 regarding Preferential Issue of Shares:

During the year under review company has converted 7,860,000 warrants
at a price of Rs. 17.30 each including a premium of Rs. 15.30 per
warrant into equity shares. These equity shares allotted by above
conversion have been listed for trading on the stock exchanges.

During the year under review your company has issued 5,000,000 warrants
at a price of Rs 17.70 each including premium of Rs 15.70 per warrant
pursuant to Section 81(1A) of the Companies Act, 1956 as per the
approval accorded by the Members of the Company at the Annual General
Meeting dated September 4, 2010 to ARVR Communications Private Limited
(Formerly known as Anu Films and Communications Private Limited), a
promoter group company on Preferential Basis with an option to get
allotted one equity share per equity warrant before expiry of eighteen
months from the date of allotment. The Company received 25% application
money against the same as per the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 mentioned above amounting to Rs.
22,125,000.

3. During the year under review the Company has discharged its
liability towards the guarantee given to IDBI for its subsidiary B.A.G.
Infotainment Limited for buying back the investment into equity of the
amount of Rs 20,000,000/- at the discounted yield of 13.50% per annum
by making a payment of Rs 3,37,59,534/-. The stake of the company into
its subsidiary B.A.G Infotainment Limited increases by 20,00,000 equity
shares to 1,22,00,000 equity shares.

4. During the year B.A.G. Films & Media Limited has given loans and
advances to its following subsidiaries:

6. The unsecured loan of Rs. 35,773,974 given to its subsidiary
company B.A.G Infotainment Limited along with interest as at March 31,
2011 has been converted into share application account for proposed
investment in equity share of B.A.G. Infotainment limited.

7. As per Accounting Standard (AS)-17 issued by the Institute of
Chartered Accountants of India, segment information has been provided
in the Notes to Consolidated Financial Statements.

i) Rs. 2,012,376 on account of short provisioning of Fringe Benefit Tax and
unclaimed dividend.

ii) Rs.151, 650 on account of excess provisioning of Income Tax.

9. Employee Stock Option Scheme

The Company instituted the Employee Stock option scheme - ("the BAG
ESOP Scheme") to grant equity to the eligible employees of the company
and its subsidiaries. "the BAG ESOP Scheme" has been approved by the
Shareholders in their Extra-Ordinary General Meeting held on February
13, 2007, for grant of 10,000,000 options representing one share for
each option. The equity shares covered under the scheme shall vest over
a period of five years. Pursuant to the scheme, the ESOP compensation
committee on July 30, 2008 granted 1,150,000 options to employees of
the B.A.G. Films & Media Limited and its subsidiaries.

Accordingly the Company under the intrinsic value method has recognized
the excess of the market price over the exercise price of the option
amounting to Rs.2,707,500 as an expense during the year. Further, the
Liability Outstanding as at March 31, 2011 in respect of Employees
Stock Options Outstanding is Rs.8,664,000. The balance deferred
compensation expense Rs. 6,091,876 will be amortized over the remaining
vesting period of Options.

c) Corporate Guarantees given in favour of bank by creating charge on
land situated at Plot No. HS- 20, Sector-B-7, Greater Noida amounting
to Rs. 180,000,000 (Previous year Rs. 132,500,000) on behalf of B.A.G.
Education Society.

d) During the year B.A.G Films & Media Limited. availed facility of
Rs.25,00,00,000 (Previous Year Rs. 19,00,00,000 from State Bank of
India) from Punjab National Bank Limited in the form of term loan. The
sanction given by bank on the basis of proposed pari passu charge on
Land and building of B.A.G Films & Media Limited situated at FC- 23,
Sector-16-A, Film City, Noida.

12. Loans & Advances

Loans or advances given to subsidiary Companies are shown under the
head Loans & Advances where there is no repayment schedule and are
re-payable on demand. Interest has been charged from the subsidiaries
against loans given. The loans have been given in the best interest of
the Company to fund the financial obligations for attaining the
objective of media expansion plans of the Company.

13. Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of undertaking to
custom department. Under the terms of the EPCG Scheme, the company is
required to export goods or services of at least Rs. 43,52,16,860
(Previous Year Rs. Rs. 43,52,16,860) within eight years from issue of
EPCG Licenses.

14. Operating Lease

The Company has given broadcasting equipments under operating leases.
These lease agreements are normally renewable on expiry. The rental
income on operating leases is credited to profit and losses account

15. Employee Benefits as per Accounting Standard 15 (revised)
'Employees Benefits', the disclosures of employee benefits are given
below:

a) Defined Contribution Plans :

Contribution to Defined Contribution Plan recognized as expense for the
year is as under:

The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit method, which recognizes each
period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognized in the
same manner as gratuity.

16. Additional information required to be given pursuant to Part II of
Schedule VI of the Companies Act, 1956 is as follows: -

iii) The Company is in the business of media and entertainment, which
is not subject to any license; hence licensed capacity is not given.

iv) Activity in Foreign Currency

vi) Information pursuant to other provisions of Part -II of Schedule
-VI to The Act, is either nil or not applicable to the Company for the
year.

17. There is no amount outstanding to be credited to Investor
Education and Protection Fund.

Approach Films & Television Enterprises over which KMP
Limited are able to exercise
significant influence

ARVR Communications
Private Limited Promoter Company

19. a). There are no dues to small scale industrial undertakings
(SSI) outstanding for more than 30 days.

b). Amount overdue as on March 31, 2011 to Micro, Small and Medium
Enterprise on account of principle account, together with interest
aggregates to Rs. Nil. (Previous year Rs.Nil).

Note: The above information regarding the small scale undertakings and
Micro, Small and Medium Enterprise has been determined to the extent
such parties have been identified on the basis of the information
available with the Company.

20. The Company has not made any provision for cess payable u/s 441A
of the Companies Act, 1956. The said provision shall be made as and
when the requisite notification is issued by the Central Government in
this regard.

21. Previous year figures are regrouped, rearranged or recast wherever
necessary to make them comparable with the current year figures.

Mar 31, 2010

1. Pursuant to the resolution passed by the Members of the Company at
the Extraordinary General Meeting dated December 11, 2009 Company
increased the Authorized Share Capital from Rs. 300,000,000 to Rs.
400,000,000.

2. The Company has valued its investment in equity shares of Mukta
Arts Limited at cost. The current market price of the said shares is
Rs. 290,750 (Previous year Rs. 172,500). This being a long-term
investment, the Company considers this fall in value as temporary.

3. Disclosure under Chapter XIII of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 regarding Preferential Issue of Shares:

a) During the year under review your Company had issued and allotted
15,000,000 convertible warrants at a price of Rs. 17.30 each including
a premium of Rs. 15.30 per warrant pursuant to Section 81(1A) of the
Companies Act, 1956 as per the approval accorded by the Members of the
Company at the Annual General Meeting dated August 26, 2009 to M/s ARVR
Communications Private Limited (Formerly known as Anu Films and
Communications Private Limited), a promoter group Company on
Preferential Basis with an option to get allotted one equity share per
equity warrant before expiry of eighteen months from the date of
allotment. The Company received 25% upfront money against the same as
per the SEBI (Issue of Capital and Disclosure

Out of total 15,000,000 Convertible warrants, 7,140,000 warrants have
been converted into equity shares during the financial year 2009-10
dated November 28, 2009. The equity shares issued by above conversion
have been listed for trading on the Stock Exchanges

b) The Company Issued 3,700,000 GDR at a price of USD 4.71 each
convertible into 37,000,000 Equity Shares of Rs. 2 each aggregating to
USD 17,427,000. One GDR represents 10 fully paid equity shares and
number of outstanding GDR as on March 31, 2010 was 3,700,000.

4. Loans and Advances to others include :- During the year B.A.G.
Films & Media Limited has given loans and advances to its following
subsidiaries:

d) During the year B.A.G Films & Media Limited availed facility of
Rs.190,000,000 (Previous Year Rs. NIL.) from State Bank of India in the
form of cash credit and term loan. The sanction given by bank on the
basis of creating charge on Land and Building of B.A.G Films & Media
Limited situated at FC-23, Sector-16-A, Film City, Noida.

e) Liability in respect of bills discounted with banks is Rs. Nil
(Previous Year Rs. 22,686,256).

Employee Stock Option Scheme

The Company instituted the Employee Stock option scheme - ("the BAG
ESOP Scheme") to grant equity to the eligible employees of the Company
and its subsidiaries. "the BAG ESOP Scheme" has been approved by the
Shareholders in their Extra-Ordinary General Meeting held on February
13, 2007, for grant of 10,000,000 options representing one share for
each option. The equity shares covered under the scheme shall vest over
a period of five years. Pursuant to the scheme, the ESOP compensation
committee on July 30, 2008 granted 1,150,000 options to employees of
the B.A.G. Films & Media Limited and its subsidiaries.

Accordingly the Company under the intrinsic value method has recognized
the excess of the market price over the exercise price of the option
amounting to Rs.2,707,500 as an expense during the year. Further, the
Liability Outstanding as at March 31, 2010 in respect of Employees
Stock Options Outstanding is Rs.11,642,250. The balance deferred
compensation expense Rs. 8,799,376 will be amortized over the remaining
vesting period of Options.

8. Loans & Advances

Loans or advances given to subsidiary Companies are shown under the
head Loans & Advances where there is no repayment schedule and are
re-payable on demand. Interest has been charged from the subsidiaries
against loans given. The loans have been given in the best interest of
the Company to fund the financial obligations for attaining the
objective of media expansion plans of the Company.

9 . Export Obligation

The Company has obtained license under the Export Promotion Credit
Guarantee Scheme (EPCG Scheme) for importing capital goods at a
concessional rate of custom duty against submission of bank guarantee
and bonds. Under the terms of the EPCG Scheme, the Company is required
to export goods or services of at least Rs. 435,216,860 (Previous Year
Rs. 435,216,860) within eight years from issue of EPCG License.

10. Operating Lease

The Company has given broadcasting equipments under operating leases.
These lease agreements are normally renewable on expiry. The rental
income on operating leases is credited to profit and losses account

11. Employee Benefits

As per Accounting Standard 15 (revised) Employees Benefits, the
disclosures of employee benefits are given below:

a) Defined Contribution Plans :

Contribution to Defined Contribution Plan recognized as expense for the
year is as under:

The present value of obligation is determined based on actuarial
valuation using the Projected Unit Credit method, which recognizes each
period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognized in the
same manner as gratuity.

12. There is no amount outstanding to be credited to Investor
Education and Protection Fund.

13. Related Parties Disclosures as per Accounting Standard (AS-18) are
as follows:

i) List of Related Parties:

Name Relationship

Ms. Anurradha Prasad Chairperson cum Managing Director

Mr. Rajiv Shukla Relative of Chairperson cum Managing Director

Mr. Rajeev Shankar Relative of Chairperson cum Managing Director

B.A.G. Infotainment
Limited Subsidiary

B.A.G. Newsline Network
Limited Subsidiary

B.A.G. Glamour Limited Subsidiary

B.A.G Animation Private
Limited Subsidiary

Sieun and B.A.G.
Animation Private Limited Joint Venture

B.A.G. Business Ventures
Limited Associates

Approach Films &
Television Limited Enterprises over which KMP are able
to exercise
significant influence

14. a). There are no dues to small scale industrial undertakings
(SSI) outstanding for more than 30 days.

b). Amount overdue as on March 31, 2010 to Micro, Small and Medium
Enterprise on account of principle account, together with interest
aggregates to Rs. Nil. (Previous year Rs.Nil).

Note: The above information regarding the small scale undertakings and
Micro, Small and Medium Enterprise has been determined to the extent
such parties have been identified on the basis of the information
available with the Company.

15. The Company has not made any provision for cess payable u/s 441A
of the Companies Act, 1956. The said provision shall be made as and
when the requisite notification is issued by the Central Government in
this regard.

16. Previous year figures are regrouped, rearranged or recast wherever
necessary to make them comparable with the current year figures.